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Dutch Bros Inc.

For the period ended Dec 31, 2025. Filed Feb 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 13, 2026

BROS$35.29-2.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with GAAP, this document contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.

Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated based on the combined total non-GAAP adjustments using our total effective tax rate. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Segment contribution

Definition and/or calculation

Segment gross profit, before depreciation and amortization.

This non-GAAP measure is used by our management in making performance decisions without the impact of non-cash depreciation and amortization charges. This is a standard metric used across our industry by investors.

EBITDA, Adjusted EBITDA

EBITDA — definition and/or calculation

Net income before interest expense (net of interest income), income tax expense, and depreciation and amortization expense.

Adjusted EBITDA — definition and/or calculation

Defined as EBITDA, excluding equity-based compensation, expenses associated with equity offerings, expenses associated with credit facility refinancing, executives transitions costs, (gain) loss on the remeasurement of the liability related to the TRAs, sale of Aircraft, and organization realignment and restructurings costs.

These non-GAAP measures are supplemental operating performance measures we believe facilitate comparisons to historical performance and competitors’ operating results. We believe these non-GAAP measures presented provide investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because they exclude items that may not be indicative of our ongoing operating performance.

Adjusted selling, general, and administrative

Definition and/or calculation

Selling, general, and administrative expenses, excluding depreciation and amortization, equity-based compensation expense, expenses associated with equity offerings, executive transitions costs, and organization realignment and restructurings costs.

This non-GAAP measure is used as a supplemental measure of operating performance that we believe is useful to evaluate our performance period over period and relative to our competitors. We believe the non-GAAP measure presented provides investors with a supplemental view of our operating performance that facilitates analysis and comparisons of our ongoing business operations because it excludes items that may not be indicative of our ongoing operating performance.

Non-GAAP adjustments

Below are the definitions of the non-GAAP adjustments that are used in the calculation of our non-GAAP measures, as described above.

Equity-based compensation

Non-cash expenses related to the grant and vesting of stock awards, including RSAs, RSUs and PSUs, in Dutch Bros Inc. to certain eligible employees.

Expenses associated with equity offerings

Costs incurred as a result of our equity offerings, including secondary offerings by our Sponsor. These costs include, but are not limited to, legal fees, consulting fees, tax fees, and accounting fees.

Expenses associated with 2022 credit facility refinancing

Costs incurred as a result of refinancing our credit facility in May 2025, including write-off of unamortized loan costs related to the amendment and restatement of our 2022 Credit Facility, and intermediary fees and other costs related to our 2025 Credit Facility.

Executive transitions

Employee severance and related benefit costs, as well as sign-on bonus(es) for several executive-level transitions occurring in 2022 and 2023, and amortized through the first quarter of 2024.

TRAs remeasurements

(Gain) loss impacts related to adjustments of our TRAs liabilities.

Sale of Aircraft

Gain impact related to the sale of the Company airplane, hangar and related equipment to our Co-Founder.

Organization realignment and restructurings

Fees and costs, including consulting, employee-related and other costs, in connection with our comprehensive initiatives to develop and implement a long-term strategy involving changes to our organizational structure to support our growth. Our 2024 initiative resulted in realignment activities that occurred in 2023, and restructuring activities to expand our support center operations in Phoenix, Arizona including the build out and move into our new office, that commenced in 2024, and were substantially completed in March 2025. The activities related to our 2025 initiative, which commenced in May 2025 and are expected to continue through the first half of 2026, primarily relate to relocation and streamlining of our remaining back-office operations to our new Phoenix, Arizona corporate headquarters. Given the magnitude and scope of these strategic initiatives, we do not expect such costs will recur in the foreseeable future, and do not consider such expenditures reflective of the ongoing expenses necessary to operate our business. See NOTE 4 — Organization Realignment and Restructurings for detailed information.

The following are reconciliations of the most comparable GAAP metric to non-GAAP metrics (presented in dollars and as a percentage of revenue):

Year Ended December 31,
202520242023
(dollars in thousands; unaudited)$%$%$%
Company-operated shops gross profit330,38921.9259,95922.3180,23521.0
Depreciation and amortization106,2167.086,8097.462,0887.2
Company-operated shops contribution436,60528.9346,76829.7242,32328.2
Year Ended December 31,
202520242023
(dollars in thousands; unaudited)$%$%$%
Franchising and other gross profit93,55772.680,17069.671,06165.9
Depreciation and amortization5,5374.34,9154.35,3985.0
Franchising and other contribution99,09476.985,08573.976,45970.9
Year Ended December 31,
202520242023
(dollars in thousands; unaudited)$%$%$%
Net income117,2757.266,4505.29,9521.0
Depreciation and amortization115,1337.093,0057.369,1357.2
Interest expense, net28,3051.727,0202.132,3213.3
Income tax expense18,3481.118,4351.46,9670.8
EBITDA279,06117.0204,91016.0118,37512.3
Equity-based compensation18,0221.211,4820.939,2224.1
Expenses associated with equity offerings——1,4890.1——
Expenses associated with 2022 credit facility refinancing2,0000.1————
Executive transitions——75—1,0000.1
TRAs remeasurement(4,767)(0.3)(4,247)(0.3)(2,638)(0.3)
Legal proceedings————1,9500.2
Sale of Aircraft——(1,302)(0.1)——
Organization realignment and restructurings:
Consulting————2,1530.2
Employee-related costs7,6070.515,5491.2——
Other costs631—2,3270.2——
Total organization realignment and restructurings8,2380.517,8761.42,1530.2
Adjusted EBITDA302,55418.5230,28318.0160,06216.6
Year Ended December 31,
202520242023
(dollars in thousands; unaudited)$%$%$%
Selling, general, and administrative262,76616.0234,03618.3205,07421.2
Depreciation and amortization(3,380)(0.2)(1,281)(0.2)(1,648)(0.2)
Equity-based compensation(15,886)(0.9)(10,595)(0.8)(39,222)(4.0)
Expenses associated with equity offerings——(1,489)(0.1)——
Executives transition——(75)—(1,000)(0.1)
Legal proceedings————(1,950)(0.2)
Organization realignment and restructurings:
Consulting————(2,153)(0.2)
Employee-related costs(7,607)(0.5)(15,549)(1.2)——
Other costs(631)—(2,327)(0.2)——
Total organization realignment and restructurings(8,238)(0.5)(17,876)(1.4)(2,153)(0.2)
Adjusted selling, general, and administrative235,26214.4202,72015.8159,10116.5
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